Nedbank Group has increased the cash component of its proposed acquisition of a 66 percent stake in NCBA Group to a maximum of KES 31.6 billion, creating additional flexibility for shareholders who may be unable or unwilling to take up shares in the South African lender. The revised cash offer represents an increase of KES 9.7 billion from the initial KES 21.9 billion indicated at the announcement of the transaction, and sets the upper limit of the cash-and-stock structure.
Under the terms of the offer, Nedbank will acquire 1.087 billion NCBA shares, representing 66 percent of the issued share capital. The transaction is valued at 13.9 billion South African rand, equivalent to approximately KES 109.6 billion at prevailing exchange rates. Shareholders who accept the standard structure will receive 80 percent of their consideration in Nedbank shares and 20 percent in cash.
Nedbank to issue 43.8Mn Shares to NCBA Investors
Nedbank shares under the deal are priced at 250 rand (KES 1,928.5) per share based on the agreed exchange rate. At this price, investors will be allocated shares at a discount of 19.2 percent compared to Nedbank’s market price of 298 rand recorded during a midday trading session on Tuesday, 3rd March 2026. Nedbank has indicated that it will issue up to 43.8 million of its shares to NCBA shareholders who elect to receive stock as part of the consideration.
From the pool of shares tendered, 80 percent will be converted into Nedbank shares at an exchange ratio of 4.02994 shares for every 100 NCBA shares, while the remaining 20 percent will be settled in cash. However, the structure of the offer introduces an ownership threshold designed to accommodate smaller investors. Shareholders whose holdings would translate into fewer than 200 Nedbank shares, effectively those holding less than 9,400 NCBA shares, will receive full payment in cash at a rate of KES 105 per share for the stocks they tender. The remaining 20 percent cash portion is priced at KES 2,100 for every 100 shares, or KES21 per share.
The enhanced cash component is intended to make it easier for small retail investors to realize the value of their holdings without being required to convert relatively modest portfolios into offshore-listed shares. Converting small blocks of NCBA shares into Nedbank stock may be uneconomical for some investors, particularly those who may not wish to hold shares listed on the Johannesburg Stock Exchange. In addition, the cash-only option remains available to institutional shareholders whose mandates or regulatory restrictions prevent them from investing in offshore securities.
Nedbank has clarified that institutional shareholders who have accepted the offer but are restricted by Kenyan laws or regulations from investing in shares listed on the JSE will receive their full consideration in cash, subject to confirmation of their investment limitations and the overall cash impact remaining within acceptable levels for the South African lender.
The transaction will also affect interim dividend entitlements. Nedbank has stated that an accepting NCBA shareholder will receive a dividend from either of the two banks, but not from both within the same financial period.
Upon completion, the deal will secure Nedbank a controlling stake of at least 51.17 percent in NCBA, following binding acceptances from major shareholders representing an aggregate 77.54 percent stake in the Kenyan lender. The multinational expects the acquisition to be finalised by September, by which time both institutions are projected to have declared and paid their final dividends for the financial year ending December 2025.
Nedbank maintains that the proposed acquisition presents a strategic opportunity to expand its footprint in East Africa by leveraging NCBA’s established regional presence. According to the lender, the transaction brings together two institutions with complementary strengths. NCBA contributes a strong brand, an extensive regional network, advanced digital capabilities and deep client reach, while Nedbank offers established corporate and investment banking expertise, cross-border structuring capabilities and a robust balance sheet.
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